In line with global trends, Nigeria’s Information
Technology (IT) sector has been witnessing increasing investment, growth, and
innovation from both global and local stakeholders. Home grown tech start-ups are
positioning themselves as increasing contributors to growing the Nigerian economy.
They have also been active on the fund raising front as a necessary incidence
of their growth journey.[1]
According to Techpoint’s Nigerian Startup
Funding Report Q2 2018 (Funding Report),[2]
tech start-ups raised more than US$73 million in Q2 2018 with the Financial
Services Industry (FSI) alone securing 75%.
Funding Report also noted that
21 foreign institutions invested in the Nigerian tech space in Q2 2018, whereas
only 6 Nigerian firms participated.

Some of the investment is in part due to incubation
hubs offering accelerator programs such as Co-Creation Hub (Cc HUB), Lead
Space, Passion Incubator, Nine, etc. The hubs’ business model is essentially supporting
early start-ups by offering shared workspace, mentorship and exposure (including
helping them with early structures and matchmaking with investors), in exchange
for a part of the start-up’s equity. This has resulted in success stories for
many tech start-ups. For instance, according to the Impact Case Study on CcHub,[3]
30 entities had been incubated with 40 at pre-incubation stage, as at October,
2016 and CcHub has supported other
ventures including BudgIT, Wecyclers, Mamalette, GoMyWay, etc. Some of these
ventures have gone ahead to gain significant recognition and raised seed
capital in grants and investment.[4]

Despite these laudable strides in the investment landscape
for Nigerian tech start-ups, there have also been instances where founders subsequently
experience “sellers’ remorse” for deals they had for signed up for, which
looked very good at the time of signing. There may be predatory investors intending
to take advantage of the naiveté of young founders who are more focused on raising
funds to enable the start-up’s continued existence and growth, than the terms
of the deal and its future implications for the start-up, its founders and even
subsequent investors.

Sometimes, adequate provision might not have been made
for dealing with issues that could arise where one of the founders decides to
exit and to pursue another (not necessarily competing), venture. This
underscores the need for institutionalised corporate governance from the ‘get
go’, to obviate resultant existential challenges to the original start-up,
especially where the business strategy of the startup is built around the
exiting founder. However, there may be agreed terms of non-compete,
non-circumvention, confidentiality etc. in the agreements signed by founders,
this would ensure that where a co-founder exits the business, he is estopped
from setting up a competing entity. Along with injection of capital, these
investments often herald changes in the management teams and sometimes control
of these start-ups; transition from founder led to strong leadership team is an
agreed objective.

This article therefore seeks to highlight key legal and
commercial issues in organizing tech start-ups to get them and their founders
in optimal position to negotiate win-win deals with investors. An increased (positive)
deal outlook is anticipated as more entrepreneurs focus on the tech space given
the exponential returns that successful ventures can bring, as well as the business
landscape transformational changes attendant on the start-ups’ service delivery.
No less important is the national imperative for Nigeria’s move from an extractive
to a knowledge economy to competitiveness and capture of as much future global
wealth as possible. Given that tech start-ups impact their respective sectors,
and the ‘transferability’ of the points discussed herein, they can also be
applicable to non-tech start-ups.

Housekeeping – Securing Investments in
Tech Start-ups

As noted earlier, the Nigerian tech ecosystem has
witnessed many entrants resolutely working to grow their ideas with the
expectation of seed capital to spur growth. Likely there are other start-ups
that were funded but whose deals were not captured (for example because of low
visibility or deal values) in the Funding
Report. Usually, investors require that founders present a Minimum Viable
Product (MVP) or proof of concepts attesting that the business idea has been
tested and is commercially viable. Upon the development of the MVP, investors
may thereafter be willing to invest and take equity in the business.

Presumably, founders need to set up a vehicle through
which the business will be carried out. The most common vehicle is the private
limited liability company (incorporated under the Companies and Allied Matters Act
(CAMA)),[5]
as this implicates a clear demarcation between the founders and the business. Thus,
a major feature that makes a company more attractive is its corporate
personality – the company is separate and distinct from its owners
(shareholders), it can enter into and perform contracts, sue and be sued and it
can have assets and liabilities. Its assets are not of its shareholders; the
measure of their respective interest in the company being the quantum of their
shares. These points are well enshrined
in sections
37 and 38(1) CAMA and the locus
classicus of Salomon v. Salomon[6]
which has been variously endorsed in Nigeria.

Clearly, the use of a corporate toga is apposite to
mitigate the operational risks of the business particularly the financial as
shareholders’ liability is generally limited to the amount unpaid on their
shares.[7]
Accordingly, founders will set up the company and allocate shares to themselves
in the proportion of their respective interests. Shares are units of a company’s
authorised capital which defines the interest of members of the company.[8]

During the development of an IT product, founders could
expend time and resources for years before launching same. During this ‘waiting
period’, founders are expected to enter into FAs to define their rights,
relationships and responsibilities. This includes what becomes of parties
pre-incorporation resources if a party decides to pull-out before the product is
launched. FAs are particularly important
as the CAC no longer allows elaborate Articles and Memorandum of Association (Memart).

It is often the case that there are no formal terms of
engagement during the pre-formation stage of the company. Usually, the founders
who could be friends/family/professional colleagues, may not see the need to
have a concretized arrangement in place to guide their relationship. The
proverbial oral agreement or contract on a restaurant napkin, cemented with a
friendly handshake, comes to mind. Subsequently, divergent understanding of
what the parties envisaged or agreed especially with respect to respective
entitlements and under what conditions could lead to disputes and ‘breakups’, sometimes with grave implications
for the business.

Facebook, a US$493 billion company, was not spared of
such disputes, exemplifying the importance of having documented understandings
in place; the greater the potential for success of the venture, the more
imperative it is that contracts be signed by the parties.[9]These
disputes could have been avoided if parties had entered into an FA as both
cases centred on their contribution in the formation of the company. The FAs
would have contained exit clauses and adequate compensation plan for exiting
party. Such could have prevented the instability in the company’s share price during
the hollowing negotiation process due to uncertainties it creates.

Unlike the FA, the SHAs typically come later in time
when founders are ready to incorporate an entity and admit other shareholders.
The SHA which sometimes subsumes the FA (because its terms supersedes those of
the FA, or the FA is merged with the SHA) makes relevant provision for
governance structure of the company (board composition, control and governance,
etc.) upon incorporation. In the same vein, it also provides for the manner of
ownership, valuation and disposal of shares, financing of the company, dividend
policy, deadlock situation, amongst others. However, it must be noted that these
are internal documents and are not required to be filed at the CAC.

In Societe Generale Favouriser Le Development
Du Commerce Et De L’Industrie En France (S.G.F) v. Societe Generale Bank (Nig.) Limited,[10]
the Supreme Court pronouncing on the
legality of pre-incorporation contracts held that Article 11 of the FA which
provided for arbitration was in line
with sections
72(1), 624(1), 626 and 651(2) CAMA.[11] It is
therefore prescient that contracts such as FAs, SHAs and other
pre-incorporation contracts must be ratified by the company upon incorporation so
as to be bound. Otherwise, the parties purporting to contract on behalf of the
company would be personally bound by it.[12]

One of the main considerations in FAs and SHAs is the
provision on anti-dilution. Typically, dilution occurs where the company
desires to raise capital through equity financing and need to issue shares to
the new investors which may affect, reduce or ‘dilute’ the pro rata stake of existing shareholders if the latter does not
participate in the current financing round.[13]
It is therefore essential to device mechanisms that shield the founders from
dilution beyond set thresholds. This could be either through full ratchet
anti-dilution or weighted average anti-dilution.[14]

From the investor’s standpoint, risk mitigation is of
utmost importance. Therefore, mechanisms such as lock-in period for founders, liquidity
preference, right of pre-emption, etc. are essential. Whilst these should all
be contained in the Investment/Subscription Agreement (IA/SA) and the SHA, the
exact parameters could be dependent on the risk appetite of the investor. There
may be a difference in investment outlook of, say for instance, a Private
Equity (PE)/Institutional investor – which invests for its limited partners with
a time specific exit plan/strategy and a conventional/regular investor whose
primary aim may be to stick with the tech start-up for the long term in its
operations, growth and value creation journey.

It is also important to include tag along and drag
along clauses which protects the interest of the minority and majority
shareholder(s) in the SHA. These come to play when relevant parties are
divesting their shares in the company or have received offers to divest. Tag
along clauses ensures that where the majority shareholder intends to transfer
her interests (shares) in the company, the minority shareholders may also
benefit from such transfer by offering their shares to the same investor on the
same terms as that of the majority shareholder. On the other hand, drag along
clauses are used to ensure that the minority shareholder does not clog the
transaction where a majority shareholder intends to transfer to an investor.

Upon the incorporation of the company, founders may
take steps to protect their product by obtaining IIP rights through Patent,
Copyright, Trademark and Designs where applicable. Patent is the right to own
and economically exploit an invention. Section 2(1) Patents and Designs Act (PDA),[15]provides that: “…the right to a
patent in respect of an invention is vested in the statutory inventor, that is
to say, the person who, whether or not
he is the true inventor, is the first to file, or validly to claim a foreign
priority for, a patent application in respect of the invention.” Similarly,
section
12 PDA reads: “Any combination of
lines or colour or both, and any three-dimensional form, whether or not
associated with colours, is an industrial design, if it is intended by the
creator to be used as a model or pattern to be multiplied by industrial process
and is not intended solely to obtain a technical result.”[16]

It is also instructive to note that sections
5 and 6, Trade Marks Act (TMA),[17]protects the proprietor of a registered mark and give such proprietor
the right to exclusively use the mark in relation to goods. This right also
include the right to prevent anyone from using similar or identical trade mark
which is likely to deceive or cause confusion in the course of trade. Whilst
the Merchandise
Marks Act,[18]
prohibits and criminalizes the counterfeiting of registered trademarks by
unauthorised persons; and the importation and sale of counterfeit goods.[19]

In the tech space, incidents of cybersquatting are
rife. In 2014, Konga reportedly threatened to sue Rocket Internet (owners of
Jumia) for allegedly registering its domain name in 10 African countries.[20]
Recently, the FG was confronted with this challenge after unveiling Nigeria Air
at the Farnborough International Airshow, London. The domain names:
NigeriaAir.ng and NigeriaAir.com.ng were registered by an individual who put
same up for sale at US$66,489 each. Also, NigeriaAir.com and Nigeria-Air.ng
were equally registered at about the same time by another person.[21]
In recent anecdotal memory, Vodacom had similar experience during its tie up
with at the CAC but realised that someone else had
used a similar name hence the parties resorted to the use of VMobile for the
post Econet operation.

Section
25 Cybercrimes (Prohibition, Prevention, etc.) Act[22]prohibits cybersquatting with
penal sanctions. However, for the provision to take effect, the name, business
name, trademark or domain name, etc. must be owned or be in use by any
individual, body corporate or belonging to any of the Federal, State or Local Governments.
This means scope for relief for private parties may be limited. In the same
vein, the CAC could refuse to register a company if the proposed name of such
company is similar or likely to be confused with that of an existing company; section
30(1) CAMA.

Undoubtedly, IIP rights have proven to be a
significant part of tech companies in recent years evidenced by the volume of
transactions in the tech space.[23]
For example, in 2011 Nortel sold its patents to a consortium of Apple, RIM,
EMC, Ericsson, and Sony for US$4.5 billion,[24]
Google acquired Motorola Mobility with its patents for US$12.5 billion,[25]
amongst other deals.

These incorporeal assets often turn out to be most
significant to the company in the long run. It is therefore prescient to
consider the long term business objectives of founders before deciding the ‘entity’
to hold such rights. For instance, if the invention underlining the company’s product
was created by one of the founders, the inventor-founder could register the IIP
rights of the invention in his own name and thereafter grant exclusive or
non-exclusive license of same to the company for a specific term in consideration
of royalties.

Where this is done, the inventor-founder retains the
rights to the invention. If his business interest changes and he decides to
exit the company, his interests in his invention are adequately protected and
he can continue to earn royalties. On the other hand, the IIP rights could be
owned by the company exclusively and the founder-investor is compensated with
sweat equity or other fee/bonus arrangement.

Whenever the company engages programmers/app
developers to work on a project by creating applications from an abstract idea,
it is important to include an assignment clause in their employment contract
which exclusively assigns any resultant invention/output to the company. In Adamson
v. Kemsworthy,[26]an assistant engineer who was employed to design linings for colliery
tunnels was sent at his own request to a particular colliery and in consequence
produced an inventive solution to its problem. The court held that the
arrangement of the visit placed him under a duty to make over the patent.
Conversely, in Greater Glasgow Health Board’s Application,[27]a hospital registrar employed by a health authority to treat patients
was held to be under no duty to his employer to devise improvements to
ophthalmic equipment. Contracts with such programmers/developers would also
include confidentiality, non-circumvention and non-compete clauses.

It is important to have IIP related issues sorted
prior to the entry of investors into the tech company. This is due largely to
the fact that the business model may be built around the use and exploitation
of the company’s incorporeal assets and would therefore be material for
valuation purposes during the pre-investment stage and even subsequently.

Employee Compensation – Incentivising
Employees for Long Term Retention

To facilitate the retention of key staff and top
management executives, the tech start-up could utilise employee share ownership
schemes and sweat equity arrangement. This is usually done to create a sense of
ownership in the employees.[28]

In Nigeria, whilst section 159 CAMA expressly
prohibits financial assistance by companies for the acquisition
of their own shares, section 159(3)(b) and (c) CAMA
creates exceptions with regard to employee
share ownership schemes.[29]
Similarly, sweat equity arrangements could also be made with employees as a
form of compensation. Under this arrangement, the compensation (payment) for
work done by the employee will be in the form of the company’s shares. It is
also a form of share ownership scheme and it is apposite that its parameters be
well defined.

Having employee shares pool will be instrumental in attracting
and retaining key talents (e.g. programmers) in the start-up. Usually, the
shares will vest over a period of time considering the input of the employees
after meeting certain Key Performance Indicators (KPIs). In the event of exit
of an employee, the management of the scheme reserves the right to purchase
such shares at current valuation and retain same in the option pool.[30]
However, in designing the rules for the scheme, care must be taken to ensure
that it does not inhibit investment in the company. Thus, the input of professional
advisors will always be expedient in designing optimal, company bespoke schemes.

Optimal Compliance Status Issues

To attract investment, a tech start-up must ‘undress’
for potential investors to conduct due diligence (covering legal tax and
regulatory compliance status/risks, financial condition, employee numbers and
practices, etc.) on the company. This enable the investor have informed view
about the company’s potential vis a vis any potential risk exposures. It is
therefore important that the company have in place from inception or as early
as possible, best in class operational framework to ensure that investors’ DD will
find it in a positive state.[31]
Thus, the company as well as founders will be able to attract desired
valuations for any stake they want to sell.

Does the company have ‘unfair’ long term contracts
with suppliers, financiers, joint venture partners that will make it lose more
value as the business performs better? If there are major issues, such as huge
contingent liabilities from litigation, regulatory fines and penalties or substantial
back taxes, investors would factor these into their offering prices, if they
choose to proceed. However, if the situation is dire enough or the parties
cannot agree on purchase price, investors are likely to ‘take a walk’.

This could be discouraging and means that the corporate
efforts and resources expended in trying to get a deal done goes to waste.
However, the company can put a positive spin on this by working on and regularizing
all the areas of concern towards making the company more attractive for the
next potential investor. Even the prior failed deal’s negotiation experience can
be helpful in closing the next one on a more favourable note. It bears
repetition that for the start-up to be taken seriously, it must
institutionalise its operating processes as a company and definitely not
operate out of the fringes, as an informal sector player.

As another example, the investor may want to see that
the start-up’s privacy policy is in line with global best practices. It must also comply with local requirements particularly
the National Information Systems and Network Security Standards &
Guidelines, 2013 issued by the National
Information Technology Development Agency (NITDA) pursuant to sections
6 and 17, NITDA Act.[32]

Conclusion

It is gratifying that many Nigerian tech start-ups
continue to position themselves for seed or expansion funding from foreign and
local investors. Many (eTranzact, Courteville, Interswitch, MainOne, Andela,
Flutterwave, etc.) have indeed not only
survived start-up phase but are poised on regional expansion or even attaining
Africa-wide footprint. Whether in new markets or at home in Nigeria, it is
critical that they focus on downside protection and optimising upsides; that
they do not lose sight of protecting themselves against any unforeseen
contingencies through creative use of
appropriate legal and commercial mechanisms.

The presence of ‘predatory’ investors that could take
advantage of the naiveté of young founders – who may be presumably too
preoccupied with raising funds to increase their operations and market reach to pay attention to commercial terms could
result in unfair deals for such founders. Also, start-ups could be targeted for
acquisition or mergers to consolidate the points of the acquirer in the market,
creating a seaming monopoly.

Given the long term aspirations of founders, and oftentimes
the desire to build globally relevant companies, it must be recognised that
these feats can only be achieved where an enduring structure is put in place
with well thought out succession plan. Thus, tech start-ups must position
themselves well for investment to enable them continue their growth trajectory
and deliver value for stakeholders, especially founders and investors. At all
times they must be better able to pursue all relevant landscape opportunities,
etc.

It is almost a given that start-ups will require
growth funding, the earlier they prime themselves for this, the better. Should
they require public funding, they would need to meet the requisite capital
market requirements of Initial Public Offerings (IPO) and oversight of
regulators such as the Securities and Exchange Commission (SEC) and the Nigeria
Stock Exchange (NSE). Given the significant liquidity event represents for
founders, and even better positioning for the companies, these issues are not
insignificant and are worthy of intense focus.

** Chuks Okoriekwe, LL.B (Lagos), BL is a Research Fellow at African Academic Network on Internet Policy (AANOIP) and Associate at LeLaw Barristers & Solicitors, Lagos. This article was earlier published as a Thought Leadership piece by LeLaw Barristers & Solicitors, Lagos.

[1]
Examples of fundraising by Tech start-ups include: Konga (US$40 million in Series
C funding round 2014), Paga (US$13 million in Series B funding round 2015),
Andela (US$40 million in Series C funding round 2017), Flutterwave (US$10
million in Series A funding round in 2017), and civic tech entities such as
BudgIT (US$3 million from Omidyar Network and Gates Foundation in grants).

[5]Cap.
C20, Laws of the Federation of Nigeria (LFN), 2004. Section 567 CAMA defines
a company to mean “a company formed and registered under this Act…” whilst section
38(1) CAMA stipulates “…every company shall, for the furtherance of its
authorised business or objects, have all the powers of a natural person of full
capacity.” The Court of Appeal
in P.A.I.S.C.
Ltd v. Jkpeez Impex Co. Ltd [2010] 3 NWLR (Pt. 1182), 441 at 463 elaborated
on this definition to hold that a company is a union or association of persons
carrying on a commercial or industrial enterprise. In our view,even
if the business started as a partnership (i.e. business name under Part B CAMA) for reasons of easier
compliance and lower maintenance costs, the business may need to transform into
a company at the point of entry of investors. This is because unless
specialised partnership vehicles are used (such as Limited Partnerships or
Limited Liability Partnerships (for instance, under Lagos State Limited Liability
Partnership Law 2009) where only the general partner’s liability is
unlimited), all partners are fully liable for the debts of the partnership.

[7]
There are however exceptions in cases of manifest fraud, where the veil of
incorporation will be lifted and directors are personally held liable for the
acts of the company, sections 290, 316 and
548(4) CAMA. In FDB Financial Services Ltd v. Adesola (2000) 8 NWLR (Pt 668) 70,
the Court of Appeal stated that “…even if
fraud and/ or illegality are discernible in the conduct of the affairs of the company,
this in itself does not disregard the company’s separate personality since the
court often impose liability on the company as well….”

[8]
In line with recent initiatives on the ease of doing business by the Presidential
Enabling Business Environment Council (PEBEC), incorporation process and
requirements have been streamlined towards improved service delivery timelines
by CAC.

[11] The Court stated at p.28 that: “…the common law position that a company is
not bound by a pre-incorporation contract has now changed in Nigeria by virtue
of section 72(1) [CAMA] which makes it possible for pre-incorporation contracts
to be ratified by a company after its incorporation and thereby making the
company bound by it and entitling it to the benefit thereof…”

[13]
There are instances of co-founders exiting too early only to realize that they
had lost out based on the long term fortune of the company. Examples are:
Ronald Wayne who sold his 10% stake in Apple to other co-founders after 12 days
of Apple for US$800 in 1976; Andrew Mason, the former CEO of Groupon, had sold
his shares in 2011 after he was removed as CEO worth US$200 million, Groupon is
worth more than US$2.72 billion, August, 2018; etc. See, Dan Ketchum, ‘Founders who Cashed Out Too Early and
Missed a Big Payout’, GoBankingRates, 10 January 2018: <https://www.gobankingrates.com/net-worth/business-people/founders-cashed-out-early-missed-big-payout/>
(accessed 31.07.2018)

[14]
Under the full ratchet anti-dilution option, shares sold by the company after
issuing initial shares applies the lowest price as option price for existing
shareholders through convertible pricing. Thereby allowing them to maintain
their ownership percentage in the company should the company create additional
offerings. On the other hand, the weighted average anti-dilution option adjusts
the rate at which preferred stock is converted into common stock based on; the
amount of money previously raised by the company, the price per share at which
it was raised, the amount of money being raised by the company in subsequent
dilutive financing, and the price per share at which such new financing is
being raised. Although these mechanisms
prevent dilution of a shareholder, care must be taken to ensure that it does
not stiffen subsequent financing rounds in the company. See Investopedia,‘Full Ratchet Anti-Dilution’,
https://www.investopedia.com/terms/f/fullratchet.asp
(last accessed 13.08.2018)

[16]
Also, the Copyright Act (CA) Cap. C28 LFN, 2004 does not provide an
express definition of ‘copyright’, one learned author defined it to mean “…the exclusive right to control the doing
in Nigeria of certain acts in relation to the work in which the rights
subsists.” Works such as: literary,
musical, artistic, cinematograph, sound recordings and broadcast are protected
by virtue of section 1 CA.

[19]
See Seven-Up
Company & Anor. v. Warri Bottling Company Limited(1998)
F.H.C.L. 183, wherethe
Plaintiffs claimed that they owned three registered marks namely “Seven Up”; “7-Up” and “Up” but they
saw advertisement by the defendants in the Daily Times for a product referred
to as “Thumbs-Up” which is similar to their product and which might
cause confusion in the market. The Court held for the Plaintiff, having
considered: the two words and examined them both by their look and their sound;
the goods to which they are to be applied; the nature and kind of customers who
would likely to buy these goods; all the surrounding circumstances of the case
and what is likely to happen if each of those trademarks is used in a normal
way as a trade mark for the goods of the respective owners of the marks.

[28]
The employee share scheme arrangement could be: company share option scheme – the company grants selected employees
a right (an ‘option’) to acquire shares at some future date at a price fixed at
the date the option is granted; savings-related
share options scheme – employees enter a savings contract with a bank or
building society nominated by the company for a specific duration with the
intention that the proceeds of the savings plus any bonus paid by the bank or
building society will used to purchase the company’s shares at an option price
fixed at the time of entering into the contract; share incentive plan – the company establishes a trust scheme to
hold the allotted shares for a certain period and the shares vest on the
employees overtime after meeting the conditions in its rules; amongst others.
See ‘Company
Acquisition Handbook’(8th ed., 2007) p.105.

[29]
The Section
159(3)(b) and (c) CAMA exceptions provides for: “… provision by a company, in accordance
with any scheme for the time being in force, of money for the purchase of, or
subscription for, fully paid shares in the company or its holding company,
being a purchase or subscription by trustees of or shares to be held by the or
for the benefit of the employees of the company including any directors holding
a salaried employment or office in the company; … bona fide employees of the
company other than the directors are given loans with a view to enable them to
purchase or subscribe for fully paid up shares in the company or its holding
company, to be held themselves by way of beneficiary ownership.’’

[30]
In the US case of Beam v. HSBC Bank USA, et al., No. 02-CV-0682
(W.D.N.Y.), the Complainant
alleged that in September 1999, the fiduciaries of the Azon ESOP caused the
plan to overpay for Azon stock purchased from certain directors and other
insiders for more than fair market value and other irregularities, leading to
Azon’s bankruptcy. The Defendants eventually agreed to settle the lawsuit for
US$9.35 million.

[32]Cap. N156 LFN, 2004. The growing privacy concern around the globe has also necessitated an additional level of compliance under the European Union General Data Protection Regulation (EuGDPR) which became effective in May, 2018 with extra territorial application outside the EU. It is therefore prescient for data processing start-ups (whose data harvesting capabilities are not restricted to a particular jurisdiction) to take steps to comply with the provisions of the GDPR to avoid exposure to fine and sanctions. All other compliance requirements are sector based depending on the sector of operation of the tech start-up i.e. Banking (CBN), Insurance (NAICOM), Telecoms (NCC), etc.

N.B: The views and opinions expressed in this article are those of the author and do not necessarily reflect the official position of the African Academic Network on Internet Policy